Business Acquisition

12 Months Ended

Dec. 31, 2017

On May 2, 2016, Halyard acquired all of the issued and outstanding capital stock of Medsystems Holdings, Inc. (“Medsystems”) a Delaware corporation, for a purchase price of $175 million, net of cash acquired (the “Acquisition”). Medsystems owns and conducts its primary business through CORPAK Medsystems (Medsystems and CORPAK Medsystems hereinafter referred to as “Corpak”).

The allocation of the purchase price was as follows (in millions):



	Purchase Price Allocation
Current assets acquired net of liabilities assumed	$	14.1
Property, plant and equipment	4.4
Identifiable intangible assets, excluding IPR&D	105.1
Identifiable IPR&D	5.7
Deferred tax liabilities	(38.4		)
Goodwill	84.1
Total	$	175.0

Goodwill arising from the Acquisition is not fully tax deductible. The identifiable intangible assets, excluding IPR&D, include the following (in millions):



	Fair Value		Weighted Average Useful Lives (Yrs)
Portfolio of disposables	$	102.9	15
Enteral access technology	2.2		6
Total	$	105.1

Restructuring

In June 2016, we initiated a restructuring plan to close the Corpak corporate headquarters and operating facility in Buffalo Grove, Illinois and consolidate operations into our existing corporate and operational facilities. For the year ended December 31, 2017, we have incurred $8 million of costs that are included in “Cost of products sold” and “Selling and general expenses” in the accompanying consolidated income statements. In the year ended December 31, 2017, we have paid $3 million to affected employees and the remaining accrual for severance and employee benefits was not material as of December 31, 2017.